METAMOR WORLDWIDE INC
8-K, 1999-12-14
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934




Date of Report (Date of earliest event reported):    December 13, 1999


                             Metamor Worldwide, Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)


                 0-26970                                 76-0407849
        (Commission File Number)            (I.R.S. Employer Identification No.)



           Five Post Oak Park
    4400 Post Oak Parkway, Suite 1100
             Houston, Texas                              77027-3413
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code: (713) 548-3400



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ITEM 5.  OTHER EVENTS


         On December 13, 1999, Metamor Worldwide, Inc. ("Metamor") announced
that it had amended the Registration Statement of Xpedior Incorporated, its
eBusiness services unit, to resolve certain accounting matters with the
Securities and Exchange Commission. In the amended filing, Metamor reduced the
goodwill amortization period for Xpedior to 20 years and changed the estimated
fair value of Xpedior's stock used in measuring the non-cash compensation charge
for stock options issued prior to the initial public offering. Metamor and
Xpedior have agreed to these non-cash charges to allow Xpedior to proceed in the
registration process with the SEC.

         These non-cash accounting adjustments relate to Xpedior and will not
change the accounting treatment for Metamor's other business units. However,
because Xpedior is a majority-owned subsidiary of Metamor, the effects of these
adjustments will be reflected in Metamor's consolidated financial statements and
Metamor will restate its Forms 10-Q for the 1999 quarterly periods. The effect
on periods prior to January 1, 1999 was not material to Metamor's results of
operations or its financial condition.

         For the nine months ended September 30, 1999, the charges for these
non-cash adjustments total $3.7 million, which reduce Metamor's earnings per
share by $0.08. For that period, Metamor reported income from continuing
operations of $0.49 per share and earnings per share (including discontinued
operations) of $1.12.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     METAMOR WORLDWIDE, INC.
                                              (Registrant)



Dated:  December 13, 1999            By:  /s/ EDWARD L. PIERCE
                                        ---------------------------------------
                                          Edward L. Pierce
                                          Executive Vice President and Chief
                                          Financial Officer





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